Opinion
NO. 2016 CA 0890
02-17-2017
GALAL ALSALAHI v. JAMAL AHMAD SHEHADEH
Alexis A. St. Amant, II Baton Rouge, Louisiana Counsel for Defendant/Appellant Jamal Ahmad Shehadeh Glen R. Petersen Baton Rouge, Louisiana Counsel for Plaintiff/Appellee Galal Alsalahi
NOT DESIGNATED FOR PUBLICATION Appealed from the 19th Judicial District Court In and for the Parish of East Baton Rouge State of Louisiana
Case No. C629933 The Honorable Janice Clark, Judge Presiding Alexis A. St. Amant, II
Baton Rouge, Louisiana Counsel for Defendant/Appellant
Jamal Ahmad Shehadeh Glen R. Petersen
Baton Rouge, Louisiana Counsel for Plaintiff/Appellee
Galal Alsalahi BEFORE: HIGGINBOTHAM, THERIOT, AND CHUTZ, JJ. THERIOT, J.
The defendant/appellant, Jamal Ahmad Shehadeh, appeals the judgment of the Nineteenth Judicial District Court in favor of the plaintiff/appellee, Galal Alsalahi. For the following reasons, we affirm.
Throughout the record, the appellant's last name is spelled either as "Shehadeh" or "Shehaden." The trial transcript indicates that he spells his name "Shehadeh," as it will be so spelled throughout this opinion.
FACTS AND PROCEDURAL HISTORY
On or about September 17, 2013, Mr. Shahadeh executed a written lease in which he leased property he owned in Baton Rouge to Mr. Alsalahi. The property is described in the lease as Bayou Belle gas station and store. The term of the lease was for twenty-four months beginning on September 17, 2013 and ending on September 16, 2015. Monthly rent was set at $2,000 for the first year and $2,500 for the second year. The first two months of the lease were rent free. Mr. Alsalahi agreed to pay $10,000 to Mr. Shehadeh for the purpose of making the property "operable," as the property was not ready to be used as a gas station at the time the lease was signed. Upon completion of the work on the property and receiving the keys, Mr. Alsalahi agreed to pay an additional $4,000, which included a $2,000 deposit and $2,000 for the third month's rent. This payment was to occur no later than October 1, 2013.
Under the terms of the lease, Mr. Shehadeh was required to "make all repairs, including all leaks in underground tanks to make business operable for [Mr. Alsalahi] and work to be concluded [n]o later than October 1, 2013." The lease further stipulated that the property was "being leased to be occupied solely by [Mr. Alsalahi] for the purpose of carrying on its principal business, being gas station and convenience store."
Mr. Alsalahi made a payment of $14,000 to Mr. Shehadeh as required by the terms of the lease. Mr. Alsalahi alleged that he paid an additional $12,000 to bring the property to code and make other necessary repairs that Mr. Shehadeh refused to make, despite the terms of the lease requiring him to do so. Although Mr. Shehadeh did not make repairs that Mr. Alsalahi claimed were necessary, Mr. Alsalahi still paid rent of $2,000 per month. Mr. Alsalahi alleged that the property was never made operable as a gas station, as the terms of the lease required. Specifically, he alleged that the gas pumps were never replaced or repaired. As a result, Mr. Alsalahi claimed his business failed.
Mr. Alsalahi filed a petition for breach of contract on April 22, 2014, making all the aforementioned allegations. In the petition, Mr. Alsalahi prays for all monies he paid to Mr. Shehadeh, as well as reimbursement for all his expenses for the repairs and refurbishing he made to the property, including all other costs, attorney fees, and reasonable damages.
A bench trial on this matter was held on March 29, 2016. Testimony of the parties and witnesses were taken, and several exhibits were admitted into evidence, including the lease and invoices of Mr. Alsalahi's expenses. Upon adjournment, the district court requested that the parties file proposed findings of fact and proposed judgments. The district court subsequently found in favor of Mr. Alsalahi and signed his proposed judgment on April 8, 2016, awarding him $27,500, plus interest and all costs of the proceedings. It is from this judgment that Mr. Shehadeh appeals.
ASSIGNMENTS OF ERROR
Mr. Shehadeh alleges three assignments of error:
1. The district court erred when it found that Mr. Shehadeh had breached the lease agreement, but made no actual findings of fact.
2. The district court erred in finding that Mr. Alsalahi was damaged, but made no actual findings of fact.
3. The trial court erred in finding Mr. Shehadeh liable in the amount of $27,500, but made no actual findings of fact.
STANDARD OF REVIEW
In a case such as this one where a trial is conducted and a factual finding is made, the judgment of the district court is typically reviewed under the manifest error standard. See Cole v. State Department of Public Safety and Corrections, 2001-2123 (La. 9/4/02), 825 So.2d 1134, 1144. However, Mr. Shehadeh claims in all of his assignments of error that no findings of fact were made by the district court. In his brief, he claims that since the district court did not provide any written reasons with the judgment, the district court made no findings of fact. He therefore submits that a legal error was made by the district court, requiring the case to be reviewed de novo, rather than by the manifest error standard. See Maldonado v. Kiewit Louisiana Co., 2012-1868 (La. App. 1 Cir. 5/30/14), 152 So.3d 909, 918, writ denied, 2014-2246 (La. 1/16/15), 157 So.3d 1129.
When legal error committed by the district court interdicts the fact-finding process, the appellate court must conduct a de novo review of the record. Kennedy-Fagan v. Estate of Graves, 2007-1062 (La. App. 1 Cir. 7/21/08), 993 So.2d 255, 264, writ denied, 2008-2079 (La. 11/10/08), 996 So.2d 1073. De novo review should be limited to consequential errors; that is, errors which prejudiced or tainted the judgment or verdict rendered. Maldonado, 152 So.3d at 918-919. The lack of written reasons accompanying a final judgment is not a consequential error, as it is the job of the appellate court to review the district court's judgment, not its written reasons for judgment. Wooley v. Lucksinger, 2009-0571 (La. 4/1/11), 61 So.3d 507, 572.
Furthermore, we find the district court did make findings of fact. Live testimony was heard by the district court, and evidence was introduced. Even though the district court requested proposed findings of fact from the parties, the district court was able to make findings of fact on its own based on the evidence submitted at trial. The judgment rendered was based on those implicit findings, and they are subject to the manifest error standard of review. Where the words of a contract are clear and unambiguous, interpretation of the contract is a question of law, subject to a de novo review. Maldonado, 152 So.3d at 930-31. An appellate court may not set aside a district court's finding of fact in the absence of manifest error or unless it is clearly wrong; and where two permissible views of the evidence exist, the fact-finder's choice between them cannot be manifestly erroneous or clearly wrong. Cole, 825 So.2d at 1144. Where the words of a contract are clear and unambiguous, interpretation of the contract is a question of law, subject to a de novo review. Maldonado, 152 So.3d at 930-31.
DISCUSSION
A cardinal rule of contract construction is that a contract must be interpreted in light of the other provisions so that each is given the meaning suggested by the contract as a whole. Clovelly Oil Co., LLC v. Midstates Petroleum Co., LLC, 2012-2055 (La. 3/19/13), 112 So.3d 187, 195. When a contract can be construed from the four corners of the instrument without looking to extrinsic evidence, the question of contractual interpretation is answered as a matter of law. Sims v. Mulhearn Funeral Home, Inc., 2007-0054 (La. 5/22/07), 956 So.2d 583, 590. A contract must be interpreted in a common-sense fashion, according to the words of the contract in their common and usual significance. Prejean v. Guillory, 2010-0740 (La. 7/2/10), 38 So.3d 274, 279.
Mr. Shehadeh argues in his brief that since gas pumps were not discussed in the lease agreement, and that no functioning pumps existed on the property at the time the lease was signed, he had no obligation to repair the pumps under the lease. To bolster his argument, Mr. Shehadeh testified that after Mr. Alsalahi sold the business to Abdul Nagi, Mr. Shehadeh executed an amendment to the lease which specifically mentions that he shall give Mr. Nagi free rent for four months in consideration for Mr. Nagi's repairing or replacing the "gas equipment" located on the premises.
Mr. Nagi's signature does not appear on this amendment; however, in his trial testimony he acknowledged his agreement with Mr. Shehadeh to repair the gas equipment.
Stipulation 1 of the lease in question states that Mr. Shehadeh as lessor "shall make all repairs, including all leaks in underground tanks" to make the business operable. Mr. Shehadeh argues that this stipulation only requires him to repair the underground gas tanks since they are specifically mentioned. However, the stipulation required Mr. Shehadeh to make all repairs to make the business operable. Stipulation 4 states that the property could be used solely "for the purpose of carrying on its principal business, being gas station and convenience store." If the gas pumps are inoperable, the premises cannot be used for its intended purpose under the lease; hence, the business would not be operable under Stipulation 1.
Mr. Shehadeh testified at trial that Mr. Alsalahi approached him and told him that he did not want to sell gasoline at the store and refused to buy any. However, Mr. Shehadeh's also admitted that he had agreed to "help" Mr. Alsalahi get the gas pumps ready for when the business opened. Also, in Mr. Alsalahi's testimony, he indicated the initial reason he would have needed to buy gasoline was to test the pumps, but he did not want to purchase gasoline until the premises had gas pumps installed.
We find under the unambiguous language of the lease that Mr. Shehadeh had an obligation under the lease to make whatever repairs necessary to make the premises operable as a gas station by October 1, 2013. When he failed to do so, Mr. Alsalahi could not run his business properly. The testimony as to whether Mr. Alsalahi wanted to buy gas and the business relationship between Mr. Shehadeh and Mr. Nagi is extrinsic and extraneous to what is contained in the four corners of the contract. The district court was not manifestly erroneous in finding that Mr. Alsalahi incurred losses and expenses due to Mr. Shehadeh's breach of the lease agreement.
The district court did not supply reasons for its award of $27,500. However, it is clear from the record that Mr. Alsalahi paid an initial deposit of $10,000 to Mr. Shehadeh, as well as $4,000 for a deposit and the third month's rent (November 2013). Additionally, Mr. Alsalahi incurred $12,000 in expenses to bring the business up to code and to become operable. Those expenses total $26,000. Mr. Alsalahi and Mr. Shehadeh submitted the same invoice for other expenses to the district court, which total $6,033.53. The invoice relates to the installation of a new gasoline dispensing system in November of 2013 that was paid for by Mr. Shehadeh.
Mr. Alsalahi testified that he also paid to Mr. Shehadeh $6,000 in additional rent that covered the months of December 2013, January 2014, and February 2014. Mr. Shehadeh acknowledged that Mr. Alsalahi paid all rent that was due under the lease. Mr. Nagi took over the lease in April of 2014.
This rent was initially withheld by Mr. Alsalahi due to the inoperable gas pumps, but he subsequently paid the rent to Mr. Shehadeh to avoid being evicted from the premises. --------
Although the district court did not provide reasons for judgment, a permissible view of the evidence does exist to support the district courts award of $27,500. As stated above, Mr. Alsalahi paid a $10,000 deposit, $4,000 in additional deposit and third month's rent, $12,000 in expenses to bring the business up to code, and $6,000 in rent for the months of December 2013, January 2014 and February 2014. It is reasonable for the district court to award Mr. Alsalahi the sum of $27,500. Such a sum is reached by adding the $10,000 deposit, $4,000 additional deposit and third month's rent, $12,000 in expense and $1,500 representing a portion of the $6,000 in rental payments. Mr. Alsalahi's business was open for a period of time and it is a reasonable finding not to award Mr. Alsalahi the total sum of rentals paid.
Based upon the record, we cannot say the district court is manifestly erroneous or clearly wrong in awarding $27,500 in damages. Therefore, we will not disturb the district court's findings.
DECREE
The judgment of the Nineteenth Judicial Court in favor of the appellee, Galal Alsalahi, is affirmed. Costs of this appeal are assessed to the appellant, Jamal Ahmad Shehadeh.
AFFIRMED.